ENZ Form 4: Director Pully’s 239,992 Shares/RSUs Converted to $0.70 Cash

Rhea-AI Filing Summary

Steven J. Pully, a director of Enzo Biochem, Inc. (ENZ), reported on 08/20/2025 the disposition of 239,992 non-derivative securities in connection with a completed merger.

Per the Merger Agreement, each share of common stock was canceled and converted into the right to receive $0.70 in cash. The reported amount represents 142,897 restricted stock units that vested only by time and 79,365 shares of common stock, which were converted into cash at the merger consideration. Following the transaction the reporting person holds 0 shares.

Positive

• Merger consideration fixed at $0.70 per share provides cash certainty to holders of canceled stock and RSUs
• Transaction executed pursuant to a formal Merger Agreement, indicating an orderly contract-based conversion rather than opportunistic trading

Negative

• 239,992 shares/RSUs were canceled, eliminating the reporting person's public equity stake (reported beneficial ownership: 0)
• Public equity in the Issuer was extinguished as the company became a wholly-owned subsidiary, ending continued public ownership

Insights

Corporate Governance Expert

TL;DR: Insider holdings were extinguished by the merger; the reported disposals reflect contractually mandated cash-out rather than open-market sales.

The Form 4 shows a disposal of 239,992 units tied directly to the Merger Agreement, which converted equity and time-vested RSUs into a fixed cash payment of $0.70 per share. This is a contractual corporate action affecting all shareholders similarly, not an individual voluntary sale. The fact pattern is typical when a target becomes a wholly owned subsidiary and equity is cashed out.

M&A Specialist

TL;DR: Transaction is a merger-closing cash-out; the Form 4 records conversion of shares and RSUs into the stated merger consideration.

The disclosure quantifies the equity converted at the Effective Time: 142,897 RSUs and 79,365 shares, totaling 239,992 instruments converted to cash at $0.70 per share, consistent with merger mechanics where surviving entity is a wholly-owned subsidiary. This is material to holders because it documents the agreed exit price and the extinguishment of public equity holdings.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider PULLY STEVEN J

Role Director

Type	Security	Shares	Price	Value
Disposition	Common Stock	239,992	$0.00	--

Holdings After Transaction: Common Stock — 0 shares (Direct)

Footnotes (1)

1. The shares were disposed of pursuant to the Agreement and Plan of Merger, dated June 23, 2025 (the "Merger Agreement"), by and among the Issuer, Bethpage Parent, Inc. ("Parent"), and Bethpage Merger Sub, Inc., a wholly-owned subsidiary of Parent ("Merger Sub"). Pursuant to the terms of the Merger Agreement, Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly-owned subsidiary of Parent. At the effective time of the Merger (the "Effective Time"), each share of the Issuer's common stock, par value $0.01 per share ("Common Stock"), was canceled and automatically converted into the right to receive $0.70 in cash, without interest and less any applicable withholding taxes (the "Merger Consideration"). Pursuant to the Merger Agreement, at the Effective Time, each restricted stock unit ("RSU") that vested solely on the basis of time that was outstanding as of immediately prior to the Effective Time and was held by a member of the Issuer's Board of Directors was canceled and converted into the right to receive an amount in cash obtained by multiplying (A) the total number of shares of Common Stock underlying such RSU, by (B) the Merger Consideration, subject to any required withholding of taxes. Represents 142,897 RSUs and 79,365 shares of Common Stock.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

PULLY STEVEN J

(Last) (First) (Middle)

C/O ENZO BIOCHEM, INC.

21 EXECUTIVE BLVD.

(Street)

FARMINGDALE NY 11735

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ENZO BIOCHEM INC [ ENZB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/20/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/20/2025		D		239,992(1)(2)(3)	D	(1)(2)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The shares were disposed of pursuant to the Agreement and Plan of Merger, dated June 23, 2025 (the "Merger Agreement"), by and among the Issuer, Bethpage Parent, Inc. ("Parent"), and Bethpage Merger Sub, Inc., a wholly-owned subsidiary of Parent ("Merger Sub"). Pursuant to the terms of the Merger Agreement, Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly-owned subsidiary of Parent. At the effective time of the Merger (the "Effective Time"), each share of the Issuer's common stock, par value $0.01 per share ("Common Stock"), was canceled and automatically converted into the right to receive $0.70 in cash, without interest and less any applicable withholding taxes (the "Merger Consideration").

2. Pursuant to the Merger Agreement, at the Effective Time, each restricted stock unit ("RSU") that vested solely on the basis of time that was outstanding as of immediately prior to the Effective Time and was held by a member of the Issuer's Board of Directors was canceled and converted into the right to receive an amount in cash obtained by multiplying (A) the total number of shares of Common Stock underlying such RSU, by (B) the Merger Consideration, subject to any required withholding of taxes.

3. Represents 142,897 RSUs and 79,365 shares of Common Stock.

	/s/ Steven J. Pully	08/20/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What did ENZ director Steven J. Pully report on Form 4?

He reported the disposition of 239,992 securities (142,897 RSUs and 79,365 shares) on 08/20/2025 tied to the Merger Agreement.

Why were Pully's shares and RSUs disposed of?

They were converted into cash pursuant to the Merger Agreement, which canceled each share and RSU and provided $0.70 in cash per share at the Effective Time.

How much cash did each share/RSU receive in the merger?

Each share of common stock and each underlying share of an RSU was converted into the right to receive $0.70 in cash, less applicable withholding taxes.

What is the reporting person's ownership after the transaction?

The Form 4 reports 0 shares beneficially owned by Steven J. Pully following the reported transaction.

Was this an open-market sale by the insider?

No; the Form 4 states the disposals occurred pursuant to the Agreement and Plan of Merger, not open-market transactions.